Scott Kleinman
HUNTINGTON BANCSHARES INC /MD/About Scott Kleinman
Scott D. Kleinman, age 55, is Senior Executive Vice President and President, Commercial Banking at Huntington Bancshares (HBAN). He joined Huntington in 1991, became a member of the Executive Leadership Team (ELT) in May 2020, served as Co‑President of Commercial Banking (Jun 2021–Jun 2022), and has led Commercial Banking since July 2022, with prior senior roles in Capital Markets and institutional banking . HBAN’s recent pay-versus-performance disclosures show Net Income of $1,940 million and Adjusted ROTCE of 16.0% in 2024, with $100 invested at 12/31/2019 worth $138 by 12/31/2024 (HBAN) versus $133 for KBW Bank Index .
Company performance context (Pay vs Performance)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Year-end value of $100 invested in HBAN | $89 | $113 | $108 | $103 | $138 |
| Year-end value of $100 invested in KBW Bank Index | $90 | $124 | $98 | $97 | $133 |
| Net Income ($MM) | $817 | $1,295 | $2,238 | $1,951 | $1,940 |
| Adjusted ROTCE (%) | 8.9% | 19.1% | 21.5% | 19.4% | 16.0% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Huntington Bancshares | President, Commercial Banking (Senior EVP) | Jul 2022–present | Scaled commercial business; expanded into profitable verticals; led specialty banking, asset finance, capital markets, treasury management to top-quartile performance . |
| Huntington Bancshares | Co‑President, Commercial Banking (Senior EVP) | Jun 2021–Jun 2022 | Leadership during post‑TCF merger integration across commercial bank . |
| Huntington Bancshares | Director of Commercial Banking (Senior EVP) | Apr 2020–Jun 2021 | Expanded capabilities, balanced credit risk while driving growth . |
| Huntington Capital Markets | Executive Managing Director | Not disclosed | Built and led capital markets/institutional banking platform . |
External Roles
No external public company directorships or committee roles were disclosed for Mr. Kleinman in the proxy filings reviewed .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Base Salary | $700,000 |
| Target Annual Incentive (MIP) | $805,000 |
| Actual MIP Award (Paid for 2024) | $800,000 |
Performance Compensation
Annual Incentive (MIP) – 2024
| Metric | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Adjusted EPS | Not disclosed | Company-set | $1.25 | Contributed to 105.2% of target across MIP metrics . |
| Adjusted PPNR Earnings Growth | Not disclosed | Company-set | 2.04% | Contributed to 105.2% of target across MIP metrics . |
| Adjusted Operating Leverage | Not disclosed | Company-set | 4.2% | Contributed to 105.2% of target across MIP metrics . |
| MIP Award (Scott D. Kleinman) | — | $805,000 | $800,000 | Award certified Jan 2025 . |
Long-Term Incentive (LTIP) Structure – 2024 Grants
| Vehicle | LTI Mix | Metric(s) | Measurement | Payout Range | Vesting |
|---|---|---|---|---|---|
| PSUs | 50% of LTI for NEOs | Relative ROTCE (peer group) and Absolute ROTCE (≥6% threshold) | 3-year (2024–2026) | 0–150% of target | Vests after performance period; target at 55th percentile; threshold 30th; maximum 70th . |
| RSUs | 50% of LTI for NEOs | Time-vesting | — | — | 50% on 3rd anniversary, 50% on 4th anniversary of grant . |
2024 Grants (including retention grant)
| Grant Type | Grant Date | Target Units | Max Units | Grant Date Fair Value |
|---|---|---|---|---|
| PSUs (annual) | 3/1/2024 | 30,888 | 92,664 | $799,999 |
| PSUs (retention) | 3/1/2024 | 7,722 | 23,166 | $200,000 |
| RSUs (annual) | 3/1/2024 | 61,776 | — | $799,999 |
| RSUs (retention) | 3/1/2024 | 15,444 | — | $200,000 |
| Total 2024 Stock Awards | 3/1/2024 | — | — | RSUs $999,999; PSUs $999,999; one-time retention grants included ($200,000 each) . |
| LTI Award Value (aggregate) | 3/1/2024 | — | — | $2,000,000 including $400,000 retention grant, same mix and vesting . |
Recent PSU cycle outcomes
| PSU Cycle | Metrics | Results | Payout |
|---|---|---|---|
| 2021–2023 | Relative ROTCE (target 55th percentile), Absolute ROTCE ≥6% + up to 20% new revenue modifier | Relative ROTCE at 74.6th percentile; Absolute ROTCE 21.38%; 10% revenue modifier applied | 165% of target (150% x 10%) . |
2024 Option Exercises and Stock Vested
| Type | Shares | Value Realized |
|---|---|---|
| Options exercised | 101,351 | $927,362 |
| RSUs/PSUs vested | 132,293 | $1,742,162 |
Equity Ownership & Alignment
Beneficial and Additional Interests (as of Feb 18, 2025)
| Category | Amount |
|---|---|
| Shares of common stock beneficially owned | 426,548 (<1% of class) |
| Ownership as % of shares outstanding (1,455,812,870) | ~0.029% (426,548 / 1,455,812,870) |
| Additional share interests (deferred/plan) | 346 shares in certain plans |
| Hedging/Pledging | Prohibited; none of reported shares pledged |
| Ownership guideline | 3x salary; met (each NEO ≥5 years meets) |
| Market value of shares owned vs guideline (Feb 14, 2024) | $6,759,732 vs $2,100,000 (Kleinman) |
Outstanding Equity Awards at FY-end 2024 (not yet vested)
| Award | Grant Date | Units | Market/Payout Value |
|---|---|---|---|
| RSUs | 3/26/2021 | 14,657 | $238,470 (at $16.27) |
| RSUs | 3/1/2022 | 69,570 | $1,131,906 |
| RSUs | 3/1/2023 | 64,290 | $1,045,994 |
| RSUs | 3/1/2024 (annual) | 63,893 | $1,039,546 |
| RSUs | 3/1/2024 (retention) | 15,973 | $259,886 |
| PSUs (unearned, max assumption basis) | 3/1/2022 | 125,226 | $2,037,431 |
| PSUs (unearned, max assumption basis) | 3/1/2023 | 115,722 | $1,882,789 |
| PSUs (unearned, max assumption basis) | 3/1/2024 (annual) | 95,840 | $1,559,318 |
| PSUs (unearned, max assumption basis) | 3/1/2024 (retention) | 23,960 | $389,830 |
Stock Options Summary
| Grant Date | Exercisable | Unexercisable | Strike ($) | Expiration |
|---|---|---|---|---|
| 5/1/2015 | 8,054 | — | 10.89 | 5/1/2025 |
| 5/1/2016 | 13,133 | — | 10.06 | 5/1/2026 |
| 5/1/2017 | 10,676 | — | 13.09 | 5/1/2027 |
| 5/1/2018 | 21,802 | — | 14.81 | 5/1/2028 |
| 5/1/2019 | 29,450 | — | 13.77 | 5/1/2029 |
| 3/26/2021 | 75,757 | 25,253 | 16.08 | 3/26/2031 |
| Option vesting terms | — | — | — | Options vest in four equal annual increments from grant |
Employment Terms
| Term | Provision |
|---|---|
| Executive Agreement (Change-in-Control) | Double-trigger severance if terminated without cause or resigns for good reason within 24 months of change-in-control (or certain pre‑CIC terminations tied to consummation); annual extensions; 24‑month extension upon CIC . |
| Cash Severance Multiple | 2.5x base salary and 2.5x of greater of current or prior year target annual incentive (for NEOs) . |
| Non‑compete/Non‑solicit | Post‑termination non‑competition of 1 year for NEOs; confidentiality restrictions . |
| Clawbacks | Misconduct Recoupment Policy (all colleagues) and Financial Restatement Compensation Recoupment Policy (adopted Oct 2023 for executive officers) . |
| Hedging/Pledging | Prohibited for executives and Directors . |
| D&O coverage/indemnification | 5 years of D&O coverage and indemnification post‑termination . |
| Retirement eligibility | Early retirement eligible as of Dec 31, 2024; Retirement Plan present value $588,593; credited service 22.5 years . |
Change-of-Control Economics (as of 12/31/2024)
| Component | Amount |
|---|---|
| Cash Severance | $3,762,500 |
| Pro Rata Bonus Value | $805,000 |
| Outplacement | $110,000 |
| Welfare (benefits continuation) | $87,613 |
| Additional Retirement Value | $0 (no incremental under frozen plans) |
| Performance-Contingent Equity Value | $5,351,650 |
| Time-based Equity Accelerated Value | $3,720,600 |
| Final Benefit Total | $13,837,363 |
| Tax Gross-up | None; best‑net‑benefit cutback vs. pay excise if better . |
| Equity vesting | RSUs/PSUs vest per plan upon qualifying termination tied to CIC . |
Equity Acceleration under Other Terminations (as of 12/31/2024)
| Scenario | RSU Value | PSU Value |
|---|---|---|
| Involuntary (not for cause) | $1,748,439 | $2,190,235 |
| Death | $3,715,856 | $3,477,371 |
| Disability | $3,673,880 | $3,477,371 |
| Retirement (early) | $1,748,439 | $2,190,235 |
Deferred Compensation & Pension
| Plan | 2024 Activity | Balance |
|---|---|---|
| Executive Deferred Compensation Plan (EDCP) | No contributions/earnings reported for Kleinman | — |
| Huntington Supplemental Plan | Aggregate earnings $3,851 in 2024; balance $28,729 | $28,729 |
| Retirement Plan | Change in present value in 2024: $16,743 | Present value $588,593; credited service 22.5 years |
Compensation Structure Analysis
- 2024 pay mix emphasizes variable incentives: for NEOs, base salaries are ~22% of target mix, with 50% of LTI in PSUs and 50% in RSUs; beginning 2025 PSUs increase to 55% for NEOs, reinforcing pay-for-performance .
- One-time 2024 retention LTI ($400,000) on top of annual grant indicates targeted retention importance for Kleinman while staying within LTIP opportunity ranges .
- Annual MIP tied to Adjusted EPS, PPNR Earnings Growth, and Operating Leverage delivered 105.2% of target results for 2024; PSU design uses ROTCE relative to peers with absolute threshold, phasing out prior revenue modifier to tighten alignment to core performance .
Risk Indicators & Governance
- No hedging or pledging; policy prohibits both for executives and Directors, and no pledged shares reported for Kleinman .
- Robust clawback frameworks including misconduct recoupment and restatement-based recoupment adopted in Oct 2023 .
- No excise tax gross-ups; best-net-benefit cutback provision applied to CIC payments .
- Options repricing prohibited; annual LTI grants occur on pre-established dates to avoid informational timing .
Performance & Track Record
- HRCC cited industry-leading year-over-year loan growth, deposit growth, and fee revenue across specialty banking, asset finance, capital markets, and treasury management under Kleinman; scaling into new geographies and profitable verticals; expanded capabilities while balancing credit risk; and leveraging Capstone Partners to deepen relationships and win awards in 2024 .
- Company-level PSU cycle (2021–2023) achieved maximum relative performance and strong absolute ROTCE, delivering 165% of target payout, aligning realized equity outcomes with long-term shareholder performance .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Ownership guideline compliance | Kleinman at 3x salary guideline; exceeded with $6.76MM market value vs $2.10MM guideline as of Feb 14, 2024; all NEOs ≥5 years met guidelines by Feb 18, 2025 . |
| Upcoming vesting/events | 50% RSU vesting tranches occur on 3rd and 4th anniversaries (e.g., March 2025 and March 2026 for 2024 grants); PSUs from 2022 expected to certify March 2025; options expiring 2015–2019 create near-term exercise windows (8,054 in 2025; 13,133 in 2026; 10,676 in 2027; 21,802 in 2028; 29,450 in 2029) . |
| Insider selling pressure | 2024 exercises of 101,351 options ($927,362 value) and vesting of 132,293 shares ($1,742,162) indicate realized liquidity; future vesting and option expirations can add supply near vest/expiry dates . |
Compensation Peer Group & Committee Practices
- HRCC uses a 10‑bank peer group (CFG, CMA, FITB, KEY, MTB, PNC, RF, TFC, USB, ZION) for market referencing and PSU relative ROTCE comparisons; peer group remained consistent year-over-year .
- Independent compensation consultant engaged; no conflicts; services include benchmarking, design recommendations, CIC and pay-vs-performance analysis, and governance reviews .
Investment Implications
- Alignment: Strong stock ownership, PSUs tied to ROTCE relative to peers, and robust clawbacks/hedging-pledging bans signal high alignment with shareholder outcomes and disciplined risk culture .
- Retention: The $400,000 incremental 2024 LTI retention grant and early retirement eligibility (with prorated vesting upon voluntary termination) both mitigate and signal retention importance; monitor additional retention awards and vesting cadence for continuity risk in Commercial Banking leadership .
- Supply/dilution/trading signals: Upcoming RSU vest tranches (March 2025/2026) and option expirations (2015–2019 grants) may create episodic selling pressure; 2024 exercises already realized liquidity, and PSU certifications (e.g., March 2025 for 2022 awards) can add share issuance upon strong performance .
- Pay-for-performance: 2024 MIP outcomes at 105.2% of target and 2021–2023 PSU payout at 165% link realized pay to solid earnings/ROTCE performance; investors should track ROTCE trajectory versus peers, as it directly drives PSU outcomes and management equity realization .